Issuer Intellectual Property Sample Clauses

Issuer Intellectual Property. Subject to the provisions of Section 11, neither this Agreement nor any provision herein transfers ownership from Issuer to Securitize of any Issuer Intellectual Property Rights of any kind whatsoever. Without limiting the generality of the foregoing, Issuer shall own and retain ownership of all Issuer Instructions and other Issuer Materials. Issuer hereby grants (for itself an on behalf of applicable Authorized Participants and Affiliates) to Securitize and Securitize’s Affiliates, successors and assigns a (i) transferable, non-exclusive, royalty-free, irrevocable, perpetual, worldwide right and license, under all Intellectual Property Rights of Issuer in and to Issuer Instructions and Issuer Data, to reproduce, create derivative works based on and otherwise use, in any manner and media, all Issuer Instructions and Issuer Data, to the extent any such Issuer Instructions and Issuer Data, or any derivative works based thereon, are expressed, implemented or otherwise incorporated in any manner in any Issuer Smart Contract, for any lawful purpose, and (ii) transferable, non-exclusive, royalty-free, irrevocable, worldwide right and license during the Term, under all Intellectual Property Rights of Issuer in and to Issuer Materials, to reproduce, create derivative works based on and otherwise use, in any manner and media, all Issuer Materials, for purposes of providing the Securitize Services.
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Issuer Intellectual Property. Subject to the provisions of Section 11, neither this Agreement nor any provision herein transfers ownership from Issuer to Securitize of any Issuer Intellectual Property Rights of any kind whatsoever. Without limiting the generality of the foregoing, Issuer shall own and retain ownership of all Issuer Instructions and other Issuer Materials. Issuer hereby grants (for itself an on behalf of applicable Affiliates) to Securitize and Securitize’s Affiliates, successors and assigns a (i) transferable, non-exclusive, Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. royalty-free, irrevocable, perpetual, worldwide right and license, under all Intellectual Property Rights of Issuer in and to Issuer Instructions and Issuer Data, to reproduce, create derivative works based on and otherwise use, in any manner and media, all Issuer Instructions and Issuer Data, to the extent any such Issuer Instructions and Issuer Data, or any derivative works based thereon, are expressed, implemented or otherwise incorporated in any manner in any Issuer Smart Contract, for any lawful purpose, and (ii) transferable, non-exclusive, royalty-free, irrevocable, worldwide right and license during the Term, under all Intellectual Property Rights of Issuer in and to Issuer Materials, to reproduce, create derivative works based on and otherwise use, in any manner and media, all Issuer Materials, for purposes of providing the Securitize Services.
Sample 1
Issuer Intellectual Property. Either Issuer or its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use all material Intellectual Property of Issuer (“Issuer Intellectual Property”), and the consummation of this Agreement and the Other Transaction Documents will not alter or impair such ability in any respect. To the knowledge of Issuer, there are no oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings presently pending with respect to Issuer Intellectual Property. To the knowledge of Issuer, the conduct of the business of Issuer and its Subsidiaries does not infringe any Intellectual Property rights or any other proprietary right of any Person, and neither Issuer nor any of its Subsidiaries has received any written notice from any other Person pertaining to or challenging the right of Issuer or any of its Subsidiaries to use any Issuer Intellectual Property. Neither Issuer nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to or in connection with Issuer Intellectual Property which is still pending.
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Issuer Intellectual Property 
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Related to Issuer Intellectual Property

  • Other Intellectual Property All rights in respect of all --------------------------- Intellectual Property of CSI, other than registered Intellectual Property and applications therefor, related to the Products or otherwise used by the Company Business at the Transformation Date (collectively the "Contributed Non-Registered Intellectual Property") ------------------------------------------------ and any remedies against any and all past, present and future infringements thereof and rights to protection of interest therein.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Registered Intellectual Property All rights in respect of that -------------------------------- registered Intellectual Property set forth on Schedule 2.8 and any applications therefor (collectively the "Contributed Registered ---------------------- Intellectual Property") and any remedies against any and all past, --------------------- present and future infringements thereof and rights to protection of interest therein.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right CONTROLLED by such PARTY as of the EFFECTIVE DATE.

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